Current Report Filing (8-k)
April 27 2021 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 23, 2021
REGEN BIOPHARMA, INC.
(Exact name of small business issuer
as specified in its charter)
Nevada
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45-5192997
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Commission File No. 333-191725
711 S. Carson Street, Suite 4, Carson
City, Nevada, 89791
(Address of Principal Executive Offices)
(619) 722 5505
(Issuer’s telephone number)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On April 23, 2021 Regen Biopharma, Inc. ( “Regen”
) issued 10,000 shares of Regen’s Nonconvertible Series NC Preferred Stock to David Koos as consideration for serving as
an officer and director of Regen.
The Board of
Directors of Regen have authorized 20,000 shares of the Nonconvertible Series NC Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of Regen, each holder of Nonconvertible Series NC Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times
500,000. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Nonconvertible
Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The holders of
Nonconvertible Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors
in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary
liquidation, dissolution or winding up of Regen, the holders of the Nonconvertible Series NC Preferred Stock shall receive, out
of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
There is no current public market
for the Nonconvertible Series NC Preferred Stock.
Item 3.03 Material Modification to Rights of Security
Holders.
The issuance of 10,000 shares of Nonconvertible Series
NC Preferred Stock to David R. Koos on April 23, 2021 will adversely affect the voting power of holders of common stock and other
series of preferred stock of Regen due to the disproportionately high voting rights granted to holders of the Nonconvertible Series
NC Preferred Stock.
To the extent that the Nonconvertible Series NC Preferred
Stock may have anti-takeover effects, Regen believes that the ability of Regen to issue shares with such voting power will encourage
persons seeking to acquire Regen to negotiate directly with the Board of Directors enabling the Board of Directors to consider
the proposed transaction in a manner that best serves the stockholders’ interests.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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REGEN BIOPHARMA, INC.
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Dated: April 26, 2021
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By: /s/
David Koos
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David Koos
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Chief Executive Officer
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